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10/31/2011 11 /1 /2011 through $23,625 $0.00 $23,625 11/30/2011 12/1/2011 through $23,625 $0.00 $23,625 12/28/2011 (c) Exercise of Option. The Option shall be exercisable by Optionee in its sole and absolute discretion at any time during the Option Term, and shall be exercised, if at all, by delivery to Owner and the Escrow Holder within the Option Term of written notice (the "Exercise Notice ") of Optionee's exercise of the Option. If Optionee exercises the Option, then (i) Optionee shall not be required to make any Additional Deposits, (ii) Optionee shall be obligated to purchase the Property, subject to the terms and conditions of this Agreement, and (iii) the parties shall proceed to the Closing as provided in Paragraph 4(c) and the other applicable provisions of this Agreement. If Optionee exercises an Extension Option, then the Option Term shall be extended for the Extension Period corresponding to such Extension Option. If the Option is not exercised as provided herein on or before the expiration of the Option Term, or if the Option Term is not extended as provided in Paragraph 2(b), then subject to Paragraph 21 below, the Option shall lapse and be of no further force or effect. (d) Limitations on Extension Options. Owner acknowledges that Optionee is considering the purchase of the Property, together with certain adjacent properties that Optionee also desires to acquire the option to purchase (collectively, the "Site "), in order to redevelop the Site for public purposes (the "Project "). In order to proceed with the Project, Optionee may be required to undertake certain environmental and other studies and to obtain certain approvals or clearances that are necessary or appropriate for the redevelopment of the Site, including without limitation the subdivision, re- subdivison or merger of the various parcels comprising the Site, zoning and/or general plan changes, and compliance with the California Environmental Quality Act and applicable regulations and requirements relating to the Project (collectively, the "Project Approvals "). Optionee shall work in good faith to obtain the Project Approvals, provided that Optionee makes no assurances that it will be successful in obtaining the Project Approvals or the time required to obtain the Project Approvals. However, if Optionee obtains the Project Approvals, then notwithstanding that Optionee may have one or more unexercised Extension Options at the time it obtains the Project Approvals, the Option Term shall be deemed to have expired on the date that is thirty (30) days after the Project Approvals have been finally approved. As used in this Paragraph 2(d), the Project Approvals shall be deemed to have been "finally approved" only after all applicable governmental authorities and public agencies having jurisdiction thereof (collectively, the "Governmental Authorities ") have granted, certified, or otherwise issued the Project Approvals and all applicable appeal periods for such Project Approvals shall have expired without an appeal or challenge having been taken or made or, if any such appeal or challenge is taken or made, then upon resolution of that appeal or challenge without any change or revision thereto as originally approved by the Governmental Authorities, Option Agreement 20 Chemical 10.05. 2010 v.5 5